0000902664-05-000064.txt : 20120626
0000902664-05-000064.hdr.sgml : 20120626
20050112162242
ACCESSION NUMBER: 0000902664-05-000064
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050112
DATE AS OF CHANGE: 20050112
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: OZ MANAGEMENT LLC
CENTRAL INDEX KEY: 0001054587
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET, 39TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET, 39TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: DADE BEHRING HOLDINGS INC
CENTRAL INDEX KEY: 0001183920
STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835]
IRS NUMBER: 363989270
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-78529
FILM NUMBER: 05526061
BUSINESS ADDRESS:
STREET 1: 1717 DEERFIELD RD
CITY: DEERFIELD
STATE: IL
ZIP: 60015
BUSINESS PHONE: 8472675300
MAIL ADDRESS:
STREET 1: 1717 DEERFIELD ROAD
CITY: DEERFIELD
STATE: IL
ZIP: 60015
SC 13G/A
1
srz9791061v2.txt
DADE BEHRING HOLDINGS, INC.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Dade Behring Holdings, Inc.
------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
------------------------------------------------------------------------------
(Title of Class of Securities)
23342J206
------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2004
------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Schedule 13G/A
CUSIP No. 23342J206 PAGE 2 OF 10
------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OZ Management, L.L.C.
------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
------------------------------------------------------------------------------
(3) SEC USE ONLY
------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
-1,778,825-
SHARES ____________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY ____________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-1,778,825-
REPORTING ____________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
-1,778,825-
------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
-4.1%-
------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IA
------------------------------------------------------------------------------
Schedule 13G/A
CUSIP No. 23342J206 PAGE 3 OF 10
------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel S. Och
------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
------------------------------------------------------------------------------
(3) SEC USE ONLY
------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
-1,778,825-
SHARES
------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY ____________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-1,778,825-
REPORTING ____________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
-1,778,825-
------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
-4.1%-
------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
------------------------------------------------------------------------------
Schedule 13G/A
CUSIP No. 23342J206 PAGE 4 OF 10
ITEM 1(a). NAME OF ISSUER:
Dade Behring Holdings, Inc. (the "Company")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1717 Deerfield Road, Deerfield, Illinois 60015
ITEMS 2(a), 2(b) and 2(c). NAME OF PERSON FILING, ADDRESS OF PRINCIPAL BUSINESS
OFFICE AND CITIZENSHIP:
This statement is filed by the entities and persons listed below,
all of whom together are referred to herein as the "Reporting Persons":
(i) OZ Management, L.L.C. ("OZ"), a Delaware limited liability
company, with respect to the Shares held by certain investment
funds and discretionary accounts managed by OZ (the
"Accounts").
(ii) Daniel S. Och, who is a Senior Managing Member of OZ, with
respect to the Shares held by the Accounts.
The citizenship of OZ is set forth above. Daniel S. Och is a United
States citizen.
The address of the principal business office of each of the
Reporting Persons is 9 West 57th Street, 39th Floor, New York, NY 10019.
Schedule 13G/A
CUSIP No. 23342J206 PAGE 5 OF 10
ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 par value
ITEM 2(e). CUSIP NUMBER: 23342J206
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act;
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940;
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940: see Rule
13d-1(b)(1)(ii)(E);
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G);
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940;
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK
THIS BOX. [x]
Schedule 13G/A
CUSIP No. 23342J206 PAGE 6 OF 10
ITEM 4. OWNERSHIP.
OZ serves as principal investment manager to a number of investment
funds and discretionary accounts with respect to which it has voting and
dispositive authority over the Shares reported in this Schedule 13G/A. Mr.
Daniel S. Och is the Senior Managing Member of OZ. As such, he may be deemed to
control such entity and therefore may be deemed to be the beneficial owner of
the Shares reported in this Schedule 13G/A.
Each of the Reporting Persons hereby disclaims any beneficial
ownership of any such Shares.
A. OZ
(a) Amount beneficially owned: 1,778,825
(b) Percent of class: 4.1%
(All percentages herein are based on 43,392,386 shares of Common
Stock reported to be outstanding as of October 28, 2004, as
reflected in the Form 10-Q filed by the Company for the quarter
ended September 30, 2004.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 1,778,825
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of
1,778,825
(iv) shared power to dispose or to direct the disposition of 0
B. Daniel S. Och
(a) Amount beneficially owned: 1,778,825
(b) Percent of class: 4.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 1,778,825
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of
1,778,825
(iv) shared power to dispose or to direct the disposition of 0
Schedule 13G/A
CUSIP No. 23342J206 PAGE 7 OF 10
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Item 4.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
See Exhibit 2.
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c))
Each of the Reporting Persons hereby makes the following
certification:
By signing below each Reporting Person certifies that, to the best
of its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and not held in connection with or as a participant in any transaction having
that purpose or effect.
Schedule 13G/A
CUSIP No. 23342J206 PAGE 8 OF 10
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
DATED: January 12, 2005 /s/ Daniel S. Och
-----------------------------------
OZ MANAGEMENT, L.L.C.
By Daniel S. Och
Senior Managing Member
/s/ Daniel S. Och
-----------------------------------
Daniel S. Och
Schedule 13G/A
CUSIP No. 23342J206 PAGE 9 OF 10
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G/A, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G/A, shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
DATED: January 12, 2005 /s/ Daniel S. Och
-----------------------------------
OZ MANAGEMENT, L.L.C.
By Daniel S. Och
Senior Managing Member
/s/ Daniel S. Och
-----------------------------------
Daniel S. Och
Schedule 13G/A
CUSIP No. 23342J206 PAGE 10 OF 10
EXHIBIT 2
NOTICE OF DISSOLUTION OF A GROUP
In accordance with Rule 13d-5(b) of the Securities Exchange Act of
1934, the Reporting Persons and OZF Management, L.P., OZF Management, L.L.C. and
Stephen C. Freidheim, filed a Schedule 13G on October 11, 2002, a Schedule 13G/A
on February 13, 2004 and a Schedule 13G/A on September 27, 2004, with respect to
the Common Stock, $0.01 par value per share, of the Company (collectively, the
"Previous Filing"). As of December 31, 2004, OZF Management, LP and OZF
Management, L.L.C. have been renamed Cyrus Capital Partners, L.P. and Cyrus
Capital Partners GP, L.L.C. (the "Cyrus Entities"), respectively, and Daniel S.
Och (the Senior Managing Member of OZ Management, L.L.C.) no longer has any role
in the management of the Cyrus Entities. Therefore all further filings, if any,
required to be made by any of the Cyrus Entities and Stephen C. Friedheim with
respect to the securities reported on the Previous Filing, will be made
separately from all such filings required, if any, by the Reporting Persons.